Offer to purchase CLEARNET.pdf - About TELUS

those documents. TELUS recommends that those documents be delivered by hand to the Depositary and that a
receipt be obtained or, if mailed, that registered mail, properly insured, be used.
All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Clearnet
Shares deposited pursuant to an Offer will be determined by the Offerors in their sole discretion, and depositing
Shareholders agree that such determination shall be final and binding. The Offerors reserve the absolute right to
reject any and all deposits that they determine not to be in proper form or that may be unlawful for them to
accept under the Laws of any jurisdiction. The Offerors reserve the absolute right to waive any defect or
irregularity in the deposit of any Clearnet Shares. There will be no obligation on the Offerors, the Dealer
Managers, the Depositary or the U.S. Forwarding Agent or any other person to give notice of any defects or
irregularities in any deposit and no liability will be incurred by any of them for failure to give any such notice.
The Offerors’ interpretation of the terms and conditions of the respective Offers, the Circular, the Letter of
Transmittal and the Notice of Guaranteed Delivery will be final and binding.
Shareholders whose Clearnet Shares are registered in the name of a stockbroker, investment dealer, bank,
trust company or other nominee should contact that nominee for assistance in depositing those Clearnet Shares.
Powers of Attorney
The execution of a Letter of Transmittal irrevocably appoints and constitutes the Depositary and any
officers of the Offerors and each of them and any other persons designated by the Offerors in writing as the true
and lawful agents, attorneys, attorneys-in-fact and proxies of the holder of the Clearnet Shares covered by such
Letter of Transmittal with respect to Clearnet Shares registered in the name of the holder on the securities
registers maintained by Clearnet and deposited pursuant to an Offer and purchased by the Offerors (the
‘‘Purchased Securities’’), and with respect to any and all securities, rights, warrants or other interests accrued,
paid, declared, issued, transferred, made or distributed on or in respect of the Purchased Securities on or after
August 18, 2000, (the last Business Day prior to the date of the announcement of the Offers), whether or not
separated from the Clearnet Shares (collectively, the ‘‘Other Securities’’), effective from and after the Effective
Date, with full power of substitution (such powers of attorney being irrevocable), to:
(a) register or record the transfer of Purchased Securities and Other Securities on the appropriate
registers;
(b) except as otherwise may be agreed, to exercise any and all rights of the holder of the Purchased
Securities including, without limitation, to vote, execute and deliver any and all instruments of proxy,
authorizations or consents in respect of all or any of the Purchased Securities, revoke any such
instrument, authorization or consent given prior to, on or after the Effective Date, designate in any
such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the
depositing holder in respect of such Purchased Securities for all purposes including, without limitation,
in connection with any meeting (whether annual, special or otherwise and any adjournments thereof)
of holders of securities of Clearnet, and execute, endorse and negotiate, for and in the name of and on
behalf of the registered holder of Purchased Securities, any and all cheques or other instruments,
respecting any distribution payable to or to the order of such holder of Purchased Securities;
(c) execute, endorse and negotiate any cheques or other instruments representing any distribution payable
to the holder; and
(d) exercise any other rights of a holder of Purchased Shares and any Other Securities.
A holder of Clearnet Shares who executes a Letter of Transmittal also agrees, from and after the
Effective Date:
(a) not to vote any of the Purchased Shares or Other Securities at any meeting of holders of those
securities;
(b) except as otherwise may be agreed, not to exercise any other rights or privileges attached to any of
those securities; and
(c) to execute and deliver to the Offerors any and all instruments of proxy, authorizations or consents
received in respect of those securities and to designate in any such instruments of proxy, if requested,
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